Edward Bonifas
About Edward Bonifas
Edward Bonifas, age 65, has served as an Old Second Bancorp (OSBC) director since 2000. He is Executive Vice President of Alarm Detection Systems, Inc. (ADS), a producer/installer of alarm and security systems, a role held since 2000. At OSBC, he brings risk management and technology/cybersecurity oversight expertise and currently chairs the Risk & Insurance Committee; he also serves on the Nominating & Corporate Governance and Information Technology Steering Committees and participates on the Executive Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Old Second Bancorp (OSBC) | Director (Class III) | 2000–present | Current: Chair, Risk & Insurance; Member, Nominating & Corporate Governance; Member, Information Technology Steering; Executive Committee participation (cyber oversight) |
| Old Second Bancorp (OSBC) | Compensation Committee member | 2021 | Member; contributed to CD&A inclusion and oversight (committee slate listed) |
| Old Second Bancorp (OSBC) | Risk Committee Chair | 2022 | Chaired board-level risk oversight; focus on ERM, risk appetite, regulatory exam remediation |
| Old Second Bancorp (OSBC) | Nominating & Corporate Governance Committee member | 2021–2024 | Oversaw director independence reviews, annual board/committee assessments; 2024 committee met once |
| Old Second Bancorp (OSBC) | Information Technology Steering Committee member | 2021–present | Technology/cyber risk oversight; integration of cyber risk appetite measurement |
External Roles
| Organization | Role | Tenure | Description/Impact |
|---|---|---|---|
| Alarm Detection Systems, Inc. (ADS) | Executive Vice President | 2000–present | Leadership at security systems company; provides risk management and IT/cyber oversight perspective to OSBC |
Board Governance
- Committee assignments (current): Chair, Risk & Insurance; Member, Nominating & Corporate Governance; Member, IT Steering (bank-level); not on Audit/Compensation; anticipated post-annual meeting remains Member on Risk & Insurance and Nominating & Corporate Governance, and IT Steering .
- Board skills matrix: Bonifas is designated for Risk Management and Technology/IT expertise .
- Independence: Despite related-party transactions with ADS ($0 in 2024; $1,737 in 2023; $156,450 in 2022), the board determined Bonifas is independent under NASDAQ/SEC rules; amounts were <1% of ADS revenue, and he was not involved (de minimis, indirect interest) .
- Attendance: Board met four times in 2024; all directors attended at least 75% of board and committee meetings; directors are expected to attend the annual meeting (and did so last year) .
- Resignation policy: Mandatory resignation upon attaining age 73; majority voting standard in uncontested elections with post-vote resignation tender if “against” exceeds “for” .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Director service fee (2024 service year, disclosed in 2025 proxy) | $49,000 | $12,250 payable quarterly |
| Committee chair fees | $8,000 | For Compensation, IT Steering, Risk & Insurance (Bonifas chairs Risk & Insurance) |
| Audit Committee chair fee | $12,000 | Quarterly $3,000 (not applicable to Bonifas) |
| Lead Director fee | $25,000 | Quarterly $6,250 (not applicable to Bonifas) |
| Committee member fees | $6,000 (Audit/Loan); $4,000 (Comp/Risk/IT); $1,500 (Nominating & Governance) | Paid quarterly in arrears |
| 2024 Non-Employee Director Compensation (Bonifas) | Amount ($) |
|---|---|
| Fees paid in cash | 66,000 |
| Stock awards (grant-date fair value) | 58,005 |
| Total | 124,005 |
| Unvested RSUs at 12/31/2024 | 10,441 (awards from 2022–2024) |
Historical fee context:
- 2023 director service fee: $38,000 ($9,750 quarterly); chair/member fee schedule increased vs 2022; annual RSUs granted vesting after 3 years (grant date 2/21/2023; vest 2/21/2026) .
- 2022 director service fee: $38,000; Risk Committee chair fee $5,000; RSUs grant date 2/15/2022; vest 2/15/2025 .
Performance Compensation
- Equity form: Annual restricted stock units (RSUs) to non-employee directors; cliff vest on the third anniversary of grant date .
- Most recent grant: February 20, 2024; vest February 20, 2027; grant-date fair value allocated to Bonifas $58,005 .
- Plan features and safeguards:
- Clawback policy applies to all cash and equity under the Restated Equity Incentive Plan .
- No discount stock options/SARs; minimum vesting of 1 year for at least 95% of awards; no dividends on unvested performance awards; responsible share recycling .
| Director RSU Grant Details (Bonifas) | Grant Date | Fair Value ($) | Vest Date | Notes |
|---|---|---|---|---|
| 2024 RSU award | 2024-02-20 | 58,005 | 2027-02-20 | Cliff vest; standard director award structure |
No performance metrics are tied to director compensation; RSUs are time-based. Executive performance metrics (for NEOs) include Adjusted Net Income, Asset/Credit Quality, and Adjusted Efficiency Ratio, but these do not apply to director pay .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Bonifas .
- Interlocks/conflicts: ADS transactions reviewed annually; board affirmed independence given immateriality and lack of involvement .
Expertise & Qualifications
- Risk Management and Technology/IT competencies per board skills matrix; recognized for cybersecurity oversight via Executive Committee/IT Steering participation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Detail |
|---|---|---|---|
| Edward Bonifas | 172,254 | <1% | 169,174 in trust; 3,080 direct; excludes 10,551 unvested RSUs |
Stock ownership guidelines and alignment:
- Non-employee directors must hold ≥3x annual cash retainer; must hold ≥50% of net after-tax shares acquired under equity plans until compliant; all directors are currently in compliance .
- Insider Trading Policy prohibits short sales, derivatives, hedging/monetization, and pledging (subject to certain grandfathered exceptions) .
Insider trading filings:
- Filed Form 4 on 2024-02-22 (SEC accession 0001415889-24-004860) .
Say-on-Pay & Shareholder Votes
| Metric | 2024 | 2025 |
|---|---|---|
| Annual meeting shares represented | 38,156,324 (85.08%) | 37,762,473 (83.83%) |
| Say-on-Pay: For | 29,454,172 | 31,418,805 |
| Say-on-Pay: Against | 4,064,267 | 2,029,024 |
| Say-on-Pay: Abstain | 463,002 | 754,027 |
| Election — Bonifas: For | N/A (not up) | 30,108,690 |
| Election — Bonifas: Against | N/A | 3,651,849 |
| Election — Bonifas: Abstain | N/A | 441,317 |
| Broker non-votes (Bonifas) | N/A | 3,560,617 |
Related Party Transactions (Conflict Review)
| Counterparty | Year | Amount ($) | Board Conclusion |
|---|---|---|---|
| Alarm Detection Systems (ADS) | 2024 | 0 | Independent; amounts not material; no involvement by Bonifas |
| Alarm Detection Systems (ADS) | 2023 | 1,737 | Independent; <1% of ADS revenue; de minimis stockholder interest |
| Alarm Detection Systems (ADS) | 2022 | 156,450 | Independent; <1% of ADS revenue; de minimis stockholder interest |
Governance Assessment
-
Strengths
- Long-tenured independent director with clearly defined risk and IT oversight responsibilities; chairs Risk & Insurance; participates in cyber oversight via IT Steering and Executive Committee .
- Robust director ownership guidelines; board-wide compliance; clawback and conservative equity plan design enhance alignment .
- Strong shareholder support: Bonifas’ 2025 election received 30.1M “for” votes; say-on-pay approvals remained high in 2024–2025, signaling investor confidence .
- Board-wide attendance ≥75%; clear resignation/majority voting policies supporting accountability .
-
Potential red flags (monitor)
- Related-party exposure via ADS, though immaterial and governance-vetted; continued monitoring advisable for future transactions .
- Time-based RSUs for directors without explicit performance metrics; standard market practice but reduces direct pay-for-performance linkage at the director level .
-
Compensation structure signals
- Year-over-year increase in director cash retainer from $38,000 (2023 proxy) to $49,000 (2025 proxy for 2024 service), alongside continued equity grants; standard for market alignment yet warrants benchmarking to peers over time .
-
Committee effectiveness
- Nominating & Corporate Governance annually reviews independence, conflicts, and conducts board/committee self-assessments; Compensation Committee uses independent consultants (Aon/McLagan), with independence confirmed, and performs risk reviews of compensation plans .
Other Directorships & Interlocks
No other public company directorships or disclosed interlocks for Bonifas .
Expertise & Qualifications
- Risk management and technology/cyber oversight (skills matrix designation and committee roles) .
Equity Ownership
- Bonifas beneficially owns 172,254 OSBC shares (<1% of class), primarily via trust; unvested RSUs excluded (10,551) .
- Compliant with director stock ownership guidelines (≥3x annual retainer; hold policy) .
Notes on Policies
- Insider Trading Policy: prohibits short sales, derivatives, hedging/monetization, and pledging (with limited grandfathering), includes blackout periods and pre-clearance for directors/executives .
- Equity Plan governance: clawbacks, minimum vesting, no dividend equivalents on unvested performance awards, and independent committee administration .